/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, May 8, 2023
/CNW/ - Revival Gold Inc. (TSXV: RVG) ("Revival
Gold" or the "Company"), is pleased to announce that it
has entered into an agreement with Beacon Securities Limited and
Paradigm Capital Inc. (the "Agents") to act as co-lead
agents and joint bookrunners in connection with a "best efforts"
private placement of a minimum of 9,616,000 units of the Company
(the "Units") at a price of C$0.52 per Unit (the "Issue Price") for
minimum gross proceeds to the Company of approximately C$5 million and a maximum of up to 11,846,153
Units for maximum gross proceeds of up to C$6.16 million (the "Offering"),
representing the maximum amount that may be issued under Part
5A (the "Listed Issuer Financing Exemption") of National
Instrument 45-106 – Prospectus Exemptions ("NI
45-106").
Each Unit will be comprised of one common share of the Company
(each, a "Common Share") and one-half of one Common Share
purchase warrant (each whole warrant, a "Warrant"). Each
Warrant will entitle the holder thereof to acquire one Common Share
(a "Warrant Share") at an exercise price of C$0.72 per Warrant Share at any time for a period
of thirty-six (36) months following the closing of the
Offering.
The Company intends to use the net proceeds of the Offering to
fund on-going exploration and development at the Company's core
Beartrack-Arnett Gold Project ("Beartrack-Arnett") located
in Lemhi County, Idaho and for
general corporate and working capital purposes.
"We are pleased to be working with Beacon and Paradigm to secure
the next leg of financing to advance exploration and development at
Revival Gold's Beartrack-Arnett located in Idaho, USA", said Hugh
Agro, President & CEO. "The Company is on track for
mid-year to deliver an updated Mineral Resource estimate and a
Preliminary Feasibility Study on the Beartrack-Arnett first phase
restart of heap leach operations. Beartrack-Arnett is the largest
past producing gold project in Idaho. The deposits at Beartrack-Arnett are
open, benefit from extensive existing infrastructure, and represent
one of few independently controlled large gold development
opportunities located in the United
States", added Agro.
The Offering is schedule to close on or about May 16, 2023 and is subject to certain
conditions, including but not limited to, the receipt of all
necessary approvals including the conditional approval of the TSX
Venture Exchange.
Subject to compliance with applicable regulatory requirements
and in accordance with NI 45-106, the Units will be offered for
sale to purchasers resident in Canada, except Quebec, and other qualifying jurisdictions,
pursuant to the Listed Issuer Financing Exemption. Since the
Offering is being completed pursuant to the Listed Issuer Financing
Exemption, the securities issued in the Offering will not be
subject to a hold period pursuant to applicable Canadian securities
laws.
There is an offering document related to the Offering that can
be accessed under the Company's profile at www.sedar.com and on the
Company's website at www.revival-gold.com. Prospective investors
should read this offering document before making an investment
decision.
As consideration for their services, the Agents will receive a
cash commission of 6.0% of the gross proceeds of the Offering and
compensation options (the "Compensation Options") in an
amount equal to 6.0% of the number of Units sold pursuant to the
Offering. Each Compensation Option will be exercisable to purchase
one common share of the Company at the Issue Price for a period of
thirty-six (36) months from the closing date of the
Offering.
The securities offered have not been registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities
Act"), and may not be offered or sold to, or for the account or
benefit of, persons in the "United
States" or "U.S. persons" (as such terms are defined in
Regulation S under the U.S. Securities Act) absent registration
under the U.S. Securities Act and all applicable state securities
laws or compliance with an applicable exemption from such
registration requirements. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
About Revival Gold Inc.
Revival Gold Inc. is a growth-focused gold exploration and
development company. The Company is advancing the Beartrack-Arnett
Gold Project located in Idaho,
USA.
Beartrack-Arnett is the largest past-producing gold mine in
Idaho. Engineering work has been initiated on a Preliminary
Feasibility Study ("PFS") for the potential restart of heap leach
operations. Meanwhile, exploration continues, focused on expanding
the 2022 Indicated Mineral Resource of 65.0 million tonnes at
1.01 g/t gold containing 2.11 million ounces of gold and
Inferred Mineral Resource of 46.2 million tonnes at
1.31 g/t gold containing 1.94 million ounces of gold (see
Revival Gold NI-43-101 Technical Report by Wood plc dated
July 13th, 2022, for further
details). The mineralized trend at Beartrack extends for over
five kilometers and is open on strike and at depth. Mineralization
at Arnett is open in all directions.
Revival Gold has approximately 91.9 million shares outstanding
and a cash balance of approximately C$1.0
million as of March 31st,
2023. All figures in this news release are in metric units
and in $US unless stated otherwise. Additional disclosure including
the Company's financial statements, technical reports, news
releases and other information can be obtained
at www.revival-gold.com or on SEDAR
at www.sedar.com.
Cautionary Statement
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
This news release includes certain "forward-looking information"
within the meaning of Canadian securities legislation and
"forward-looking statements" within the meaning of U.S. securities
legislation (collectively "forward-looking
statements". Forward-looking statements are not comprised
of historical facts. Forward-looking statements include estimates
and statements that describe the Company's future plans, objectives
or goals, including words to the effect that the Company or
management expects a stated condition or result to occur.
Forward-looking statements may be identified by such terms as
"believes", "anticipates", "expects", "estimates", "may", "could",
"would", "will", or "plan". Since forward-looking statements are
based on assumptions and address future events and conditions, by
their very nature they involve inherent risks and uncertainties.
Although these statements are based on information currently
available to the Company, the Company provides no assurance that
actual results will meet management's expectations. Risks,
uncertainties, and other factors involved with forward-looking
statements could cause actual events, results, performance,
prospects, and opportunities to differ materially from those
expressed or implied by such forward-looking statements. Forward
looking statements in this news release and risk factors that may
affect such statements includes, but is not limited to, risk
factors relating to the timely receipt of all regulatory and third
party approvals for the Offering, including that of the TSX Venture
Exchange, that the Offering may not close within the timeframe
anticipated or at all or may not close on the terms and conditions
currently anticipated by the Company for a number of reasons
including, without limitation, as a result of the occurrence of a
material adverse change, disaster, change of law or other failure
to satisfy the conditions to closing of the Offering; the inability
of the Company to apply the use of proceeds from the Offering as
anticipated; the size of the Offering, the resale restrictions of
the securities issued pursuant to the Offering, the issuance of the
Units pursuant to the Listed Issuer Financing Exemption, the
Company's objectives, goals or future plans, statements,
exploration results, potential mineralization, the estimation of
mineral resources, exploration and mine development plans, timing
of the commencement of operations and estimates of market
conditions. Factors that could cause actual results to differ
materially from such forward-looking statements include, but are
not limited to failure to identify mineral resources, failure to
convert estimated mineral resources to reserves, the inability to
complete a feasibility study which recommends a production
decision, the preliminary nature of metallurgical test results,
delays in obtaining or failures to obtain required governmental,
environmental or other project approvals, political risks,
uncertainties relating to the availability and costs of financing
needed in the future, changes in equity markets, inflation, changes
in exchange rates, fluctuations in commodity prices, delays in the
development of projects, capital, operating and reclamation costs
varying significantly from estimates and the other risks involved
in the mineral exploration and development industry, an inability
to raise additional funding, the manner the Company uses its cash
or the proceeds of an offering of the Company's securities, an
inability to predict and counteract the effects of COVID-19 on the
business of the Company, including but not limited to the effects
of COVID-19 on the price of commodities, capital market conditions,
restriction on labour and international travel and supply chains,
and those risks set out in the Company's public documents filed on
SEDAR. Although the Company believes that the assumptions and
factors used in preparing the forward-looking statements in this
news release are reasonable, undue reliance should not be placed on
such information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. The Company disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, other than as required by law.
SOURCE Revival Gold Inc.